Nature of Disclosure: Regulatory filing pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, intimating the Bombay Stock Exchange (BSE) about an upcoming Extra-Ordinary General Meeting (EGM).

EGM Logistics:

The EGM of Naapbooks Limited is scheduled to be held on Wednesday, June 24, 2026, at 04:00 P.M. IST at the company's registered office: 901, Shivarth The Ace, Sindhu Bhavan Road, Sindhu Bhavan, Ahmedabad, Gujarat 380054.

The cut-off date for determining shareholder eligibility to vote is Friday, June 19, 2026.

The company is exempt from providing an e-voting facility as per Chapter IX of the SEBI (ICDR) Regulations, 2018. Voting will be conducted by a show of hands unless a poll is demanded under Section 109 of the Companies Act, 2013.

The notice has been sent electronically to all members whose email IDs are registered with the company or their Depository Participants. The notice is also available on the company's website (www.naapbooks.com) and the BSE website (www.bseindia.com).

Business to be Transacted (Special Resolutions):

Item No. 1: Reappointment and Remuneration of Mr. Yaman Saluja as Whole-Time Director

The board, based on the recommendation of the Nomination and Remuneration Committee (meeting held May 30, 2026), proposes to reappoint Mr. Yaman Saluja (DIN: 07773205) as a Whole-Time Director for a period of five years, effective from January 12, 2026, to January 11, 2031. His office will be liable to retire by rotation. Shareholder approval is also sought to ratify his appointment for the intervening period from January 12, 2026. A draft agreement outlining the terms of his appointment is available for inspection at the registered office.

Item No. 2: Revision of Remuneration for Mr. Yaman Saluja

Approval is sought to revise the remuneration of Mr. Yaman Saluja from the existing ₹12,00,000 (Twelve Lakh) per annum to ₹50,00,000 (Fifty Lakh) per annum for the next three financial years (FY 2026-27 to FY 2028-29). The resolution explicitly states that this remuneration may exceed the limits prescribed under Section 197 of the Companies Act, 2013 (5% of net profits for a single director and 11% overall managerial remuneration), subject to the conditions of Schedule V in case of inadequate profits.

Terms of Remuneration for Mr. Yaman Saluja:

  • Salary: Up to ₹50,00,000 per annum (inclusive of Basic, HRA, Conveyance, and other allowances).
  • Perquisites: As per Schedule V of the Companies Act, 2013, valued per Income Tax rules.
  • Leave Travel Assistance: First-class airfare for self and family once a year.
  • Gratuity: Payable as per company rules.
  • Sitting Fee: None for board or committee meetings.
  • Expenses: Reimbursement of business-related entertainment, travel, hotel, and other expenses.

Item No. 3: Revision of Remuneration for Mr. Ashish Jain as Executive Director

Approval is sought to revise the remuneration of Mr. Ashish Jain (DIN: 07783857) from the existing ₹15,00,000 (Fifteen Lakh) per annum to ₹50,00,000 (Fifty Lakh) per annum for FY 2026-27 to FY 2028-29. The resolution states that the remuneration payable to him, along with all other directors, may exceed 1% of net profits and the overall 11% managerial remuneration limit under Section 197.

Terms of Remuneration for Mr. Ashish Jain:

The terms are identical to those proposed for Mr. Yaman Saluja (Salary up to ₹50L, perquisites, LTA, gratuity, no sitting fee, expense reimbursement).

Item No. 4: Approval of Remuneration for Mr. Abhishek Jain as Non-Executive Director

Approval is sought to fix a remuneration of ₹25,00,000 (Twenty-Five Lakh) per annum for Mr. Abhishek Jain (DIN: 07773124) as a Non-Executive Director for FY 2026-27 to FY 2028-29. This is notwithstanding that it may exceed fifty percent of the total remuneration payable to all Non-Executive Directors. He will also be entitled to sitting fees for attending board and committee meetings, in addition to this remuneration. The resolution also states that his remuneration, along with other directors, may exceed the 1% and 11% limits under Section 197.

Terms of Remuneration for Mr. Abhishek Jain:

  • Salary: Up to ₹25,00,000 per annum (inclusive of various allowances).
  • Perquisites: As per Schedule V of the Companies Act, 2013.
  • Leave Travel Assistance: First-class airfare for self and family once a year.
  • Gratuity: Payable as per company rules.
  • Sitting Fee: Payable for attending board/committee meetings.
  • Expenses: Reimbursement of business-related expenses.

Financial and Company Performance Context (From Explanatory Statement):

The explanatory statement provides financial data to justify the remuneration proposals, highlighting the company's profitable and growing performance:

| Particulars (Standalone) | FY 2025-26 (₹ Lacs) | FY 2024-25 (₹ Lacs) | FY 2023-24 (₹ Lacs) |

| Revenue from Operation | 1,755.24 | 1,218.39 | 776.94 |

| Other Income | 28.35 | 23.61 | 1.38 |

| Total Income | 1,783.59 | 1,242.00 | 778.32 |

| Total Expense | 682.67 | 621.91 | 557.57 |

| Profit Before Tax | 1,100.92 | 620.09 | 220.75 |

| Profit After Tax | 830.28 | 448.10 | 165.73 |

| Earnings Per Share (₹) | 7.66 | 4.70 | 5.53 |

The company states it has not defaulted on any debt repayments, is not a sick company, and has no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

Director Details:

Relevant details of the directors as per Regulation 36(3) of SEBI LODR:

| Name | Age | Current Remuneration | Proposed Remuneration | Shares Held (as of 31/03/2026) |

| Mr. Yaman Saluja | 35 | ₹12 Lakh p.a. | ₹50 Lakh p.a. | 7,12,800 |

| Mr. Ashish Jain | 39 | ₹15 Lakh p.a. | ₹50 Lakh p.a. | 12,00,384 |

| Mr. Abhishek Jain | 35 | Sitting Fee only | ₹25 Lakh p.a. + Sitting Fee | 7,28,880 |

Regulatory References:

The disclosure is made pursuant to Regulation 30 of SEBI (LODR) Regulations, 2015. The notice and explanatory statements are prepared in accordance with Sections 102, 108, 109, and 113 of the Companies Act, 2013, and the corresponding rules.

Voting and Shareholder Information:

Members can vote in person or appoint a proxy (Form MGT-11 provided). A proxy need not be a member. A person can act as a proxy for up to 50 members holding an aggregate of up to 10% of the share capital. Polling will be conducted using Form MGT-12. The scrutinizer will submit a report to the chairman after the meeting, and the results will be communicated to the stock exchange and displayed on the company's website.

Capital Structure Impact:

The disclosure does not indicate any impact on the company's share capital structure. The proposals pertain solely to executive compensation and do not involve the issuance of new shares or changes in ownership.

Cash Flow Implications:

The proposals, if approved, will result in a significant increase in the company's annual cash outflow towards director remuneration. The exact financial impact is quantified in the remuneration figures proposed (aggregate increase of at least ₹98 Lakh per annum for the three directors).